Arrangements with Directors, Officers and Affiliates Sample Clauses

Arrangements with Directors, Officers and Affiliates. Except ---------------------------------------------------- for the agreements and other arrangements disclosed in Schedule 3.22 (the "Affiliate Arrangements"), as of the date hereof, there are no agreements or other arrangements between the Company or the Subsidiary, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act (an "Affiliate," or, collectively, "Affiliates"), of the Company or the Subsidiary, on the other hand, including, without limitation, management agreements and loans to or by the Company or the Subsidiary from or to any of such persons. Except as disclosed in Schedule 3.22, since January 1, 1995, none of the officers or directors of the Company or the Subsidiary, or any spouse or immediate relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of the Company or the Subsidiary or has competed with or been engaged in any business of the kind being conducted by the Company or the Subsidiary. Except as disclosed in Schedule 3.22, no Affiliate of the Company or the Subsidiary owns or has any rights in or to any of the assets, properties or rights used by the Company or the Subsidiary in its ordinary course of business.
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Arrangements with Directors, Officers and Affiliates. Except as disclosed in the SEC Documents, as of the date hereof, there are no agreements or other arrangements between REFAC, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act, of REFAC, on the other hand, including, without limitation, management agreements and loans to or by REFAC from or to any of such persons. Except as disclosed in the SEC Reports, since January 1, 1997, none of the officers or directors of REFAC, or, to the best knowledge of, and after due inquiry by, REFAC, any spouse or immediate relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of REFAC or has competed with or been engaged in any business of the kind being conducted by REFAC. Except as disclosed in the SEC Reports, no affiliate of REFAC owns or has any rights in or to any of the assets, properties or rights used by REFAC in its ordinary course of business.
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Arrangements with Directors, Officers and Affiliates. Except as disclosed in the SEC Documents listed on Schedule 4.5, as of the date hereof, there are no agreements or other arrangements between Unidigital, on the one hand, and any director, officer, employee, stockholder or other affiliate, as defined in Rule 405 under the Securities Act, of Unidigital, on the other hand, including, without limitation, management agreements and loans to or by Unidigital from or to any of such persons. Except as disclosed in the SEC Documents, since August 31, 1997, none of the officers or directors of Unidigital, or, to the best knowledge of, and after due inquiry by, Unidigital, any spouse or immediate family relative of any of such persons, has been a director or officer of, or has had any direct interest in, any firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of Unidigital or has competed with or been engaged in any business of the kind being conducted by Unidigital. Except as disclosed in the SEC Documents, no affiliate of Unidigital owns or has any rights in or to any of the assets, properties or rights used by Unidigital in its ordinary course of business.
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Related to Arrangements with Directors, Officers and Affiliates

  • Directors, Officers and Employees The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • Officers, Directors and Employees JML has one officer and director, namely Xxxxx Polos, and has no employees.

  • Officers and Employees (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers.

  • Officers and Related Persons The Board shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agents and consultants as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • RELATIONSHIP WITH DIRECTORS Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

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